I have a far less powered system as you but yes . W2k will not allocate the mem as win 98 does the swapp file is not as dymamic and if things are running in the background the errors will happen.I have not had the system completly bomb out, but i have had to close poser and reopen and start over. remember win2K is NT and uses nt rules of allocation and device use so a app that uses the processor as much as the OS and trhe OS has the keys , guess who losses?